This document summarizes the key points from a presentation on inter-corporate deposits and related party transactions under Indian law. It discusses what types of loans and guarantees between holding companies and subsidiaries are allowed, and controversies around loans to directors. It also covers compliance requirements for deposits, exemptions for transactions in the ordinary course of business, and penalties for non-repayment of deposits.
1. INTER CORPORATE DEPOSITS & RELATED PARTY
TRANSACTIONS
DATE- 13th August, 2015
TIME- EVENING SESSION
VENUE- Hotel Taj, Sector-17A, Chandigarh.
ORGANISERS
Young Members Empowerment Committee of
ICAI -Chandigarh Branch of NIRC of ICAI
2. INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
• Any loan made by holding company to its
WOS CXIIR10(1) – Allowed
CONTROVERSIAL
• “to any other person in whom Director
is interested”
• Not allowed as per provisions of Section
185
Team AGBians
3. • Any guarantee given or
security provided in respect
of loan made by any bank or
FI to its subsidiaries
CXIIR10(2) – No Controversy
CONTROVERSIAL
• “to any other person in
whom Director is interested”
• Not allowed as per
provisions of Section 185
Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
4. RoI - Govt. Security Deposit closest to the tenor of loan
S186(7) -1/3/5/10 years
No subsisting default in repayment of deposits S186(8)
Upto 60% of PuC, FR and SP or 100% of FR and SP WeiM
• Unanimous BR in BM and Consent of FI, Banks – if default
in repayment of loan
> 60% of PuC, FR and SP or 100% of FR and SP –
• SR GM and Consent of FI, Banks – default or no default
Compliances, Records and Disclosures – as prescribed in Law
Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
5. Loan to MD/WTD S185(1)(a)(i)
• Service Condition to All its
Employees
Loan to MD/WTD S185(1)(a)(ii)
• Scheme approved by SR – GM
Loan in Ordinary Course of Business
S185(1)(b)
• For example NBFC but at a rate not
less than bank rate Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
6. Body Corporate not invested
any money
Borrowing from banks or financial
institutions < twice of paid up share
capital or 50 Crore Rupees
No default in repayment of such
borrowings
NOTIFICATION DATED
05 June, 2015
G.S.R 464(E)
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
8. Notification dated
10th March, 2015
Circular No. 04/2015
Loans and advances to
employees, as per service
rules.
Not governed by Section 186
of CA, 2013
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
9. Detailed Agenda along with specific disclosures
C12R15(1)
Interested Director not to participate C12R15(2)
SR in General Meeting by Non-Interested Shareholders
Detailed Explanatory Statement along with specific
disclosures
Notification dated 5th June, 2015 Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
10. Exemptions - Proviso 3 to S188(1)
• Transactions entered in Ordinary
Course of Business
• Arm’s length transaction -
Disclosure in Board’s Report with
justification S188(2)
Entry in Register of Contracts and
Arrangements S189
Reporting of Resolution – MGT14
Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
11. Related Party
Transaction
Arm length Transaction
Disclosure
Form AOC-2 with Directors
Report
Related Party
Transaction
Not at Arm Length
Transaction
Form AOC-2
Not required with Directors
Report
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
12. Notification dated
14th August, 2014
G.S.R. 590(E)
Limit of paid up share
capital of Rs 10 Crore to
enter into contract with
related party DELETED
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
18. When deposits from members is upto 100% of
aggregate of paid up share capital and free reserves
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
19. Within 3 months (statement of
deposits)
Repay
Deposit
Before
commencement of
act
Becomes due
thereafter
Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
22. Officer in Default
7 years 25 lacs-2 crores
Company
Amount+Interest 1 crore- 10 crore
Fails toRepay
Amount Interest
Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS
23. Company
Resolution
RBI
Consultatio
n Terms & Conditions
Conditions
Circular+Statement
(Members)
Copy(Registrar)
<15%(Scheduled Bank)
Deposit Repayment
Bank Account
Deposit
Insurance
Certificate(Rep
ayment+
Interest)
Security
If not
(Unsecured Deposits)
Team AGBians
INTER CORPORATE DEPOSISTS &
RELATED PARTY TRANSACTIONS